U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On October 3, 2019, the Board of Directors (the “Board”) of U.S. Auto Parts, Inc. (the “Company”) appointed Mr. Jim Barnes as a Class III director of the Company, effective immediately, to serve until the 2021 Annual Meeting of Stockholders, or until his earlier death, disqualification, resignation or removal. The Board has determined that Mr. Barnes is an independent director under the listing standards of the Nasdaq Global Market. Mr. Barnes was not appointed to any committees of the Board.
There are no family relationships between Mr. Barnes and any director or executive officer of the Company and Mr. Barnes does not have a direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with Mr. Barnes’ appointment to the Board, Mr. Barnes will receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019 and is incorporated herein by reference. Mr. Barnes will also enter the Company’s standard form of indemnification agreement, which was previously filed by the Company as Exhibit 10.7 to the Annual Report on Form 10-K filed with the SEC on March 11, 2016.
Mr.Barnes was recommended as a potential director candidate by Mr. Mehran Nia, a current member of the Board, in connection with the previously disclosed Board Candidate Agreement, dated May 31, 2018, as amended by the Amendment to Board Candidate Agreement, dated January 17, 2019, among the Company, Mr. Mehran Nia and the Nia Living Trust Established September 2, 2004. The Board Candidate Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 31, 2018 and the Amendment to Board Candidate Agreement was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 23, 2019. In connection with the Board Candidate Agreement, as amended, and upon its own review and consideration of Mr. Barnes’ qualifications and independence, the Board has agreed to appoint Mr. Barnes as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On October 4, 2019, the Company issued a press release announcing the appointment of Mr. Barnes to the Board. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01.Financial Statements and Exhibits.